6 Techniques for Drafting Enforceable Non-Compete Agreements in Restrictive States

With more states narrowing or outright banning non-compete agreements, my approach is to start with necessity, not boilerplate. I first identify the legitimate business interest that truly needs protection — such as trade secrets, customer relationships, or specialized training investments. From there, I build narrowly tailored restrictions rather than relying on sweeping clauses that are likely unenforceable.

One effective technique is to pair a limited non-compete with strong confidentiality and non-solicitation provisions. Courts are far more receptive to agreements that protect specific assets and client relationships than to broad restraints on employment. For example, restricting solicitation of named accounts or use of proprietary technology is usually easier to enforce than a blanket ban on working for a competitor.

The key is showing that the agreement respects employee mobility while still safeguarding what the law recognizes as protectable interests. In practice, this balance not only improves enforceability but also fosters goodwill with employees, who see the restrictions as fair rather than punitive.